Truist to redeem Series P preferred depositary shares; $25,000

Truist Financial Corporation announced it will redeem all outstanding depositary shares of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock on November 13, 2025, pursuant to the optional redemption provisions.

Rhea-AI Filing Summary

Truist Financial Corporation announced it will redeem all outstanding depositary shares of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock on November 13, 2025, pursuant to the optional redemption provisions.

Each depositary share represents a 1/25th interest in a share of the Series P Preferred Stock, which has a $25,000 per-share liquidation preference. The company issued a news release with additional details, incorporated by reference as Exhibit 99.

Insights

Capital Structure Analyst

Truist will redeem all Series P preferred depositary shares on November 13, 2025, ending those dividend obligations and simplifying its capital stack.

Truist Financial Corporation disclosed the full redemption of outstanding depositary shares tied to its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock under the optional redemption terms. Each depositary share represents a 1/25th interest in a preferred share with a liquidation preference of $25,000 per share. The action is scheduled for November 13, 2025.

Redeeming an entire preferred series removes a layer of preferred dividends and streamlines funding. The filing does not disclose the number of shares being redeemed or total dollars involved, so the quantitative effect on funding costs and capital metrics is not specified here. Execution follows governing documents, indicating a routine contractual process.

Watch for completion on November 13, 2025, any details on redemption consideration per depositary share in the attached news release, and whether Truist replaces or leaves this capital unrefinanced. Also monitor subsequent dividend disclosures to confirm cessation of Series P dividends after redemption.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did TFC announce regarding its preferred stock?

Truist will redeem all outstanding depositary shares of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock.

When is Truist’s Series P depositary share redemption date?

The redemption is scheduled for November 13, 2025.

What does each Series P depositary share represent?

Each depositary share represents a 1/25th interest in a share of Series P Preferred Stock.

What is the liquidation preference of the Series P Preferred Stock?

The Series P Preferred Stock carries a $25,000 per-share liquidation preference.

Under what provisions is the redemption being made?

The redemption is made under the optional redemption provisions governing the depositary shares and the Series P Preferred Stock.

Where can investors find more details on the redemption?

Truist issued a news release, attached as Exhibit 99, which is incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/28/2025 - 02:21 PM Learn about SEC filing dates

TRUIST FINANCIAL CORP 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock false 0000092230 0000092230 2025-10-28 2025-10-28 0000092230 us-gaap:CommonStockMember 2025-10-28 2025-10-28 0000092230 tfc:SeriesIPreferredStockMember 2025-10-28 2025-10-28 0000092230 tfc:SeriesJPreferredStockMember 2025-10-28 2025-10-28 0000092230 tfc:SeriesOPreferredStockMember 2025-10-28 2025-10-28 0000092230 tfc:SeriesRPreferredStockMember 2025-10-28 2025-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 28, 2025

Date of report (Date of earliest event reported)

Truist Financial Corporation

(Exact name of registrant as specified in charter)

North Carolina		1-10853		56-0939887
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)
214 North Tryon Street Charlotte, North Carolina				28202
(Address of principal executive offices)				(Zip Code)

(844) 487-8478

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5 par value		TFC		New York Stock Exchange
Depositary Shares each representing 1/4,000th interest in a share of Series I Perpetual Preferred Stock		TFC.PI		New York Stock Exchange
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities each representing 1/100th interest in a share of Series J Perpetual Preferred Stock		TFC.PJ		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock		TFC.PO		New York Stock Exchange
Depositary Shares each representing 1/1,000th interest in a share of Series R Non-Cumulative Perpetual Preferred Stock		TFC.PR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 Other Events

On October 28, 2025, Truist Financial Corporation (“Truist”) issued a news release announcing the redemption on November 13, 2025 of all of the outstanding depositary shares, each representing a 1/25^th interest in a share of Truist’s Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share and with a liquidation preference of $25,000 per share (the “Series P Preferred Stock”), pursuant to the optional redemption provisions in the documents governing such depositary shares and the Series P Preferred Stock. A copy of the news release announcing the redemption is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99		News release dated October 28, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TRUIST FINANCIAL CORPORATION (Registrant)
				By:		/s/ Cynthia B. Powell
				Name:		Cynthia B. Powell
Date: October 28, 2025				Title:		Executive Vice President and Corporate Controller (Principal Accounting Officer)